Exhibit 10.5





Exhibit 10.5


December 7, 2009


William D. Moss 

Newpark Resources, Inc. 

Vice President,
Corporate Strategy and Development 

2700 Research Forest Drive, Suite 100 

The Woodlands, TX 77381



	Re:	 	Extension of salary reduction and extension of right to terminate employment
for “Good Reason”





Dear Bill:


This letter sets forth the terms of our agreement
relating to the extension of the 10% reduction of your annualized Base Salary and the corresponding adjustment to
your incentive compensation under the EICP as set forth in the Amendment to the Employment Agreement, dated
April 23, 2009 (the “Amendment”), between you and Newpark Resources, Inc.
(“Company”). Capitalized terms not defined herein shall have the same meanings ascribed to them in the
Amendment, the Employment Agreement dated June 2, 2008, between you and the Company (the “Employment
Agreement”), the Change in Control Agreement between you and the Company (the “Change in Control
Agreement”) and the Amendment to your Employment Agreement dated June 30, 2009 (“Second
Amendment”). This letter also sets forth the terms of our agreement to extend your right to terminate your
Employment Agreement for Good Reason, as described in the Second Amendment. The terms of our agreement with regard
to the extensions are as follows:


1. The 10% reduction to your annualized Base
Salary as set forth in the Amendment will continue in effect through March 31, 2010.


2. Beginning April 1, 2010, your annualized
Base Salary will be Two Hundred Seventy Thousand Dollars and No Cents ($270,000.00).


3. Your Base Salary for purposes of calculating
payments under the EICP will likewise be adjusted through March 31, 2010 to reflect this 10% reduction in your
annualized Base Salary.


4. If your employment is terminated prior to
March 31, 2010 pursuant to Section 2.3 of the Employment Agreement, your “lump sum payment”
will be calculated based upon your $270,000.00 annualized Base Salary and not on your “current annual Base
Salary” of $243,000.00.


5. If your employment is terminated prior to
March 31, 2010 pursuant to Section 2.2 of the Change in Control Agreement as a result of a Change in
Control (as defined therein) or a Potential Change in Control (as defined therein), your Termination Benefit will
be calculated based upon your $270.000.00 annualized Base Salary and not on your base salary at the time of
termination of $243,000.00.





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6. This 10% reduction in your annualized Base
Salary and the corresponding adjustment to your incentive compensation under the EICP do not constitute Good
Reason for termination by you, as defined in Section 2.3 and 3.10(b) of the Employment Agreement, or a
termination by the Company.


7. Notwithstanding item 6 above, as a result of
the Employment Events described in the Second Amendment, you have the right to terminate your Employment Agreement
for Good Reason, in which event your “lump sum payment” will be calculated based upon your $270,000
annualized Base Salary. The Second Amendment provided that you must exercise your right to terminate your
employment for Good Reason as a result of such Employment Events by providing written notice thereof to the
Company on or before January 20, 2010. Your right to terminate your Employment Agreement for Good Reason as a
result of the Employment Events, in accordance with the Second Amendment, is hereby extended to March 31,
2010. If you fail to provide timely written notice by March 31, 2010, you will be deemed to have conclusively
waived any right you may have under the Employment Agreement to terminate your employment for Good Reason as a
result of the Employment Events described in the Second Amendment.


8. Except for the foregoing modifications, the
Employment Agreement, the Amendment and the Second Amendment will remain in full force and effect in accordance
with their terms.


Sincerely,


Newpark Resources, Inc.


By:  /s/ Mark J. Aiola on behalf of Paul L.
Howes            

Name: Paul L. Howes

Title: President and Chief Executive Officer

Agreed to
and Accepted this 7th day of December, 2009


            /s/ William D.
Moss                                          


William D. Moss



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